8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

January 6, 2005
Date of Report
(Date of earliest event reported)

THE RYLAND GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-08029	52-0849948
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24025 Park Sorrento, Suite 400, Calabasas, California 91302
(Address of Principal Executive Offices)                (ZIP Code)

Registrant’s telephone number, including area code: (818) 223-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

          On January 11, 2005, The Ryland Group, Inc. (the “Company”) sold $250 million aggregate principal amount of its 5-3/8% Senior Notes Due 2015 (the “Notes”). The Company received net proceeds of approximately $247.27 million from this offering, before offering expenses. The Company expects to use these proceeds for general corporate purposes.

          The Company will pay interest on the Notes on January 15 and July 15 of each year, commencing on July 15, 2005. The Notes will mature on January 15, 2015. The Company may redeem some or all of the Notes at any time and from time to time under the terms provided in the indenture and supplemental indenture described below. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors (defined below).

          The Notes were issued under an indenture with JPMorgan Chase Bank, National Association, as trustee (the “Trustee”), dated June 28, 1996 (the “Indenture”), as supplemented by that certain Second Supplemental Indenture, dated as of January 11, 2005 (the “Supplemental Indenture”), by and among the Company, substantially all of the Company’s wholly owned homebuilding subsidiaries (the “Guarantors”), and the Trustee.

          The underwriting agreement and terms agreement under which the Company sold the Notes, the form of the Notes and Guarantee, the Indenture and the Supplemental Indenture under which the Notes were issued, are all filed or incorporated by reference as exhibits to this report.

Item 9.01.  Financial Statements and Exhibits.

          (c) Exhibits.

1.1	Amended and Restated Underwriting Agreement Basic Provisions dated January 6, 2005.
1.2	Terms Agreement dated January 6, 2005, among the Company and the Underwriters named therein.
4.1	Indenture dated June 28, 1996, between the Company and JPMorgan Chase Bank, as trustee (incorporated by reference to Form S-3 (No. 333-03791) filed May 15, 1996).
4.2	Second Supplemental Indenture dated as of January 11, 2005 by and among the Registrant, the Guarantors and JPMorgan Chase Bank, National Association, as trustee.
4.3	Form of 5-3/8 % Senior Notes due 2015.
4.4	Form of Guarantee of 5-3/8% Senior Notes due 2015.
25.1	Statement of Eligibility of JPMorgan Chase Bank, National Association, to act as trustee under the Indenture (incorporated by reference to Form S-3 (Nos. 333-121469, 333-113756 and 333-100167)).

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE RYLAND GROUP, INC.
Date: January 11, 2005	By:	/s/ Timothy J. Geckle
		Name:	Timothy J. Geckle
		Title:	Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
1.1	Amended and Restated Underwriting Agreement Basic Provisions dated January 6, 2005.
1.2	Terms Agreement dated January 6, 2005, among the Company and the Underwriters named therein.
4.1	Indenture dated June 28, 1996, between the Company and JPMorgan Chase Bank, as trustee (incorporated by reference to Form S-3 (No. 333-03791) filed May 15, 1996).
4.2	Second Supplemental Indenture dated as of January 11, 2005 by and among the Registrant, the Guarantors and JPMorgan Chase Bank, National Association, as trustee.
4.3	Form of 5-3/8 % Senior Notes due 2015.
4.4	Form of Guarantee of 5-3/8% Senior Notes due 2015
25.1	Statement of Eligibility of JPMorgan Chase Bank, National Assocation, to act as trustee under the Indenture (incorporated by reference to Form S-3 (Nos. 333-121469, 333-113756 and 333-100167)).

EX-1.1

EXHIBIT 1.1

THE RYLAND GROUP, INC.

Debt Securities

Amended and Restated Underwriting Agreement Basic Provisions

January 6, 2005

     The basic provisions set forth herein are intended to be incorporated by reference in a terms agreement (a “Terms Agreement”) of the type referred to in Section 2 hereof. With respect to any particular Terms Agreement, the Terms Agreement, together with the provisions hereof incorporated therein by reference, is herein referred to as this “Agreement” and all references herein to the “Terms Agreement” shall refer to each respective Terms Agreement. Terms defined in the Terms Agreement are used herein as therein defined. The term “Representative,” as used herein, means the Underwriter or Underwriters (as defined below) named in a Terms Agreement as Representative or Representatives. If no Underwriter or Underwriters are named in the Terms Agreement as Representative or Representatives, then the terms “Underwriters” and “Representatives” as used herein shall mean the Underwriter (if only one) or all Underwriters (if more than one) listed in such Terms Agreement.

     The Ryland Group, Inc., a Maryland corporation (the “Company”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof (the “Securities”) to the Underwriters (the “Underwriters”) named in the Terms Agreement relating to any such Securities. The Securities may have varying designations, denominations, interest rates and payment dates, maturities, redemption provisions and selling prices and may be guaranteed by certain of the Company’s subsidiaries (the “Subsidiary Guarantors”), with all such terms for any particular series of Securities (together with any other terms relating to such series) to be determined and set forth in the Terms Agreement relating to the series.

     1. The Company and the Subsidiary Guarantors (upon becoming parties hereto) represent, warrant and agree that:

          (a) A registration statement on Form S-3 with respect to the Securities has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has become effective. If any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent such amendment has been declared effective by the Commission. Copies of such registration statement as amended as of the date of the Terms Agreement have been delivered by the Company to the Representatives. As used in this Agreement, (i) “Preliminary Prospectus” means each prospectus (including all documents incorporated therein by reference) included in such registration statement, or amendments or supplements thereof, before it became effective under the Act, including any prospectus filed with the Commission by the Company and the

Subsidiary Guarantors, if any, with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and Regulations; (ii) “Registration Statement” means such registration statement, as it became effective under the Act, and as amended or supplemented as of the date of the Terms Agreement (including all exhibits thereto and all documents incorporated therein by reference); (iii) “Basic Prospectus” means the prospectus (including all documents incorporated therein by reference) included in the Registration Statement; and (iv) “Prospectus” means the Basic Prospectus, together with any prospectus amendment or supplement (including in each case all documents incorporated therein by reference) specifically relating to the Securities to be purchased by the Underwriters pursuant to the Terms Agreement (“Underwritten Securities”), as filed with the Commission pursuant to paragraph (b) of Rule 424 of the Rules and Regulations. The Company meets the requirements for the use of Form S-3 under the Act, and as of the date of the Terms Agreement the Commission has not issued any order preventing or suspending the use of any Prospectus.

          (b) The Registration Statement and the Prospectus contain, and, at all times when a prospectus is required to be delivered in connection with offers or sales of the Underwritten Securities, will contain, all statements which are required to be contained therein by the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission under such acts; the indenture, including any amendments and supplements thereto, pursuant to which the Underwritten Securities and any related guarantees (the “Subsidiary Guarantees”) will be issued (the “Indenture”) will conform with the requirements of the Trust Indenture Act and the rules and regulations of the Commission thereunder; and the Registration Statement and the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, and with respect to the Prospectus, in light of the circumstances under which they were made, not misleading; provided, however, that the Company and the Subsidiary Guarantors, if any, make no representation or warranty as to information contained or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives specifically for inclusion therein. The foregoing representations, warranties and agreements shall not apply to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee under the Indenture. The Indenture has been qualified under the Trust Indenture Act.

          (c) Neither the Company nor any of its subsidiaries (as defined in Rule 405) is in violation of its corporate charter or by-laws or other organizational documents or in default under any agreement, indenture or instrument, the effect of which violation or default would be material to the Company and its subsidiaries taken as a whole; the execution, delivery and performance of the Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”), the consummation of the transactions contemplated hereby and compliance by the Company with the provisions of the Underwritten Securities and the Indenture will not conflict with, result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its subsidiaries pursuant to the terms of, or result in a breach of any of the terms of or constitute a default under, any loan agreement, indenture, mortgage, deed of trust, other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries

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is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in a violation of the corporate charter or by-laws or other organizational documents of the Company or any of its subsidiaries or any law, statute or any applicable order, rule or regulation of any court, regulatory body, administrative agency or governmental agency or authority having jurisdiction over the Company, any of its subsidiaries or their respective properties; and except as required by the Act, the Trust Indenture Act, the Exchange Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or governmental agency or authority is required for the execution, delivery and performance of this Agreement and the Indenture by the Company and the Subsidiary Guarantors, if any, and the consummation of the transactions contemplated hereby.

          (d) Except as contemplated in the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, that are material to the Company and its subsidiaries, taken as a whole, and there has not been any material change, on a consolidated basis, in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, or any material adverse change in the net worth, financial condition or results of operation of the Company and its subsidiaries, taken as a whole.

          (e) Ernst & Young, whose report appears in the Company’s most recent Annual Report on Form 10-K (and, if applicable, Current Report on Form 8-K) which is incorporated by reference in the Prospectus, is an independent registered public accounting firm as required by the Act and the Rules and Regulations.

          (f) The audited financial statements included or incorporated by reference in the Registration Statement or in any Preliminary Prospectus or the Prospectus present fairly the financial condition and results of operations of the entities to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved; and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. The unaudited financial statements of the Company included or incorporated by reference in the Prospectus and the Registration Statement and the related notes, present fairly, in all material respects, the financial position of the Company and its subsidiaries and, to the extent applicable are prepared in accordance with the instructions to Form 10-Q.

          (g) On the Delivery Date (as defined in Section 4 hereof) (i) the Indenture will have been validly authorized, executed and delivered by the Company and, if applicable, the Subsidiary Guarantors and will constitute the legally binding obligation of the Company and, if applicable, the Subsidiary Guarantors, enforceable in accordance with its terms; (ii) the Underwritten Securities will have been validly authorized for issuance, and, upon execution, authentication, delivery and payment therefor as provided in this Agreement and the Indenture, will be validly issued and outstanding, and will constitute valid and legally binding obligations of the Company enforceable against the Company and entitled to the benefits of the Indenture;

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(iii) the Subsidiary Guarantees will have been validly authorized by the Subsidiary Guarantors and, when duly executed and delivered by the Subsidiary Guarantors in accordance with the terms of the Indenture, upon the due execution, authentication and delivery of the Underwritten Securities in accordance with the Indenture and the issuance of the Underwritten Securities in the sale to the Underwriters contemplated by this Agreement, will constitute valid and legally binding obligations of the Subsidiary Guarantors enforceable against the Subsidiary Guarantors and entitled to the benefits of the Indenture; and (iv) the Underwritten Securities, the Subsidiary Guarantees and the Indenture will conform to the descriptions thereof contained in the Prospectus.

          (h) The Company and each of its subsidiaries have been duly incorporated or organized, are validly existing and in good standing under the laws of their respective jurisdictions of incorporation or organization, are duly qualified to do business and in good standing as foreign corporations or other entities in each jurisdiction in which their respective ownership of property or the conduct of their respective businesses requires such qualifications (except where the failure to so qualify would not have a material adverse effect upon the Company and its subsidiaries taken as a whole).

          (i) The Company and each of its subsidiaries have all requisite power and authority and all necessary material authorizations, approvals, orders, licenses, certificates and permits of and from all regulatory or governmental officials, bodies and tribunals, to own or lease their respective properties and to conduct their respective businesses as now being conducted and as described in the Prospectus; and all such authorizations, approvals, licenses, certificates and permits are in full force and effect, and the Company and each of its subsidiaries are in all material respects complying therewith.

          (j) Except as contemplated in the Registration Statement and the Prospectus, there is not pending or, to the knowledge of the Company, threatened any action, suit or proceeding to which the Company or any of its subsidiaries is a party, before or by any court, regulatory body, administrative agency or governmental agency or authority that is reasonably likely to result in any material adverse change in the net worth, financial condition or results of operation of the Company and its subsidiaries taken as a whole, or is reasonably likely to materially adversely affect the properties or assets of the Company and its subsidiaries taken as a whole.

          (k) The documents incorporated by reference in the Registration Statement, the Prospectus, any amendment or supplement thereto or any Preliminary Prospectus, when they became or become effective under the Act or were or are filed with the Commission under the Exchange Act, as the case may be, conformed or will conform in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.

          (l) There are no contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations, or which were required to be filed as exhibits to any document incorporated by reference in the Prospectus by the Exchange Act or the rules and regulations of the Commission thereunder, which have not been filed as exhibits to the Registration Statement or to such document or incorporated therein

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by reference as permitted by the Rules and Regulations or the rules and regulations of the Commission under the Exchange Act, as the case may be.

          (m) The Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”) has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor and the Company and each Subsidiary Guarantor has full power and authority to execute, deliver and perform the Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”).

          (n) There are no holders of securities of the Company who, by reason of the filing of the Registration Statement under the Act or the execution by the Company of this Agreement, have the right to request or demand that the Company register under the Act securities held by them.

          (o) No stop order suspending the effectiveness of the Registration Statement has been issued, and to the knowledge of the Company no proceeding for that purpose has been instituted or threatened by the Commission.

     2. The obligation of the Underwriters to purchase, and the Company to sell, the Underwritten Securities is evidenced by a Terms Agreement delivered at the time the Company determines to sell the Underwritten Securities. The obligations of the Underwriters to purchase the Underwritten Securities will be several and not joint. The Terms Agreement specifies the firm or firms which will be Underwriters, the principal amount of the Underwritten Securities to be purchased by each Underwriter, the purchase price to be paid by the Underwriters for the Underwritten Securities, the public offering price of the Underwritten Securities, the firm, if any, which will serve as a “qualified independent underwriter” within the meaning of Conduct Rule 2720 of the National Association of Securities Dealers, Inc. (in such capacity and not otherwise the “QIU”) with respect to the offering of the Underwritten Securities and the amount of the underwriting discount to be received by such firm which shall be deemed compensation for its services as QIU and certain terms of the Underwritten Securities not already specified in the Indenture (including, without limitation, designations, denominations, interest rates and payment dates, maturity, redemption provisions and sinking fund requirements). The Terms Agreement specifies any details of the terms of the offering which should be reflected in a post-effective amendment to the Registration Statement or the supplement to the Prospectus relating to the offering of the Underwritten Securities.

     3. The Company shall not be obligated to deliver any Underwritten Securities except upon payment for all Underwritten Securities to be purchased pursuant to this Agreement as hereinafter provided.

     If any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Underwritten Securities which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Underwritten Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter bears to the aggregate principal amount of Underwritten Securities set forth in such Terms Agreement for all the

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remaining non-defaulting Underwriters; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any Underwritten Securities if the aggregate principal amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.99% of the total principal amount of Underwritten Securities, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Underwritten Securities set forth in the Terms Agreement to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Underwritten Securities. If the remaining Underwriters or other underwriters satisfactory to the remaining Underwriters do not elect to purchase the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of the expenses as set forth in Section 5(j) and with respect to any non-defaulting Underwriter as set forth in Section 6 and shall not continue to be liable for the payment of expenses of any defaulting Underwriter as set forth in Section 6.

     Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, it may have to the Company and any non-defaulting Underwriter for damages caused by its default. If other Underwriters agree to purchase the Underwritten Securities of a defaulting Underwriter, either the remaining non-defaulting Underwriters or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, any Prospectus or in any other document or arrangement.

     4. Delivery of and payment for Underwritten Securities shall be made at the office of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, at 10:00 A.M., New York City time, on the third business day following the date of the Terms Agreement or at such other location, time and date as shall be agreed upon between the Underwriters and the Company. This date and time are sometimes referred to as the “Delivery Date.” On the Delivery Date, the Company shall deliver the Underwritten Securities to the Underwriters against payment to or upon the order of the Company of the purchase price payable in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Underwritten Securities shall be prepared in definitive fully registered form in such denominations, and registered in such names as the Underwriters shall request in writing not less than two full business days prior to the Delivery Date. The Company shall make the Underwritten Securities available for inspection by the Underwriters in New York, New York not later than 1:00 P.M., New York City time, on the business day prior to the Delivery Date.

     5. The Company agrees:

          (a) To furnish promptly to the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed and each amendment

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or supplement thereto filed with the Commission, including all documents incorporated therein by reference and all consents and exhibits filed therewith.

          (b) To deliver promptly to the Underwriters such number of the following documents as the Underwriters may request during the period referred to in (c) below: (i) conformed copies of the Registration Statement (excluding exhibits other than the computation of the ratio of earnings to fixed charges, the Indenture and this “Amended and Restated Underwriting Agreement Basic Provisions”, (ii) the Prospectus and (iii) any documents incorporated by reference in the Prospectus.

          (c) To timely file with the Commission during such period following the date of each Terms Agreement as a prospectus is required to be delivered in connection with offers or sales of Underwritten Securities any amendment or supplement to the Registration Statement or the Prospectus that may, in the reasonable judgment of the Company or the Underwriters, be required by the Act or requested by the Commission and approved by the Underwriters.

          (d) Prior to filing with the Commission during the period referred to in (c) above (i) any amendment or supplement to the Registration Statement, (ii) the Prospectus or any amendment or supplement thereto or (iii) any document incorporated by reference in any of the foregoing or any amendment or supplement to any such incorporated document, to furnish a copy thereof to the Underwriters and to counsel for the Underwriters and obtain the consent of the Underwriters to the filing (which consent shall not be unreasonably withheld; provided, however, with respect to any filing that is required to be made under the Exchange Act, prior consent of the Underwriters to such filing will not be required hereunder if it would be impracticable to obtain such consent prior to the time such filing is required to be made).

          (e) To advise the Underwriters promptly (i) when any post-effective amendment to the Registration Statement relating to or covering the Underwritten Securities becomes effective, (ii) of any request or proposed request by the Commission for an amendment or supplement to the Registration Statement (to the extent that the amendment or supplement relates to or covers the Underwritten Securities), to the Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order directed to the Prospectus or any document incorporated therein by reference or the initiation or threat of any stop order proceeding or of any challenge to the accuracy or adequacy of any document incorporated by reference in the Prospectus, and (iv) of receipt by the Company of any notification with respect to the suspension of the qualification (or exemption from qualification) of the Underwritten Securities for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.

          (f) If, during the period referred to in (c) above, the Commission shall issue a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain as soon as possible the withdrawal of that order at the earliest possible time.

          (g) As soon as practicable after the date of each Terms Agreement, to make generally available to its security holders and to deliver to the Underwriters an earnings statement of the Company and its subsidiaries (which need not be audited) complying with

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Section 11(a) of the Act and the Rules and Regulations (including, at the option of the Company, Rule 158).

          (h) During the period of three years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the Representatives may reasonably request pursuant to the Exchange Act or any rule or regulation of the Commission thereunder.

          (i) To promptly arrange, in cooperation with the Underwriters, for the qualification, or exemption from qualification, of the Underwritten Securities for sale under the laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect so long as required for the distribution of the Underwritten Securities and will pay all fees and expenses (including reasonable counsel fees and expenses) relating to the qualification of the Underwritten Securities under the securities laws pursuant to this Section 5(i); provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

          (j) To pay the costs incident to the authorization, issuance, sale and delivery of the Underwritten Securities and any taxes payable in that connection; the costs incident to the preparation, printing and filing under the Act of the Registration Statement and any amendments, supplements and exhibits thereto; the costs incident to the preparation, printing and filing of any document and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act; the costs of distributing the Registration Statement as originally filed and each amendment and post-effective amendment thereof (including exhibits), any Preliminary Prospectus, the Prospectus and any documents incorporated by reference in any of the foregoing documents; the costs of printing this Agreement; the costs of any filings with the National Association of Securities Dealers, Inc.; fees paid to rating agencies in connection with the rating of the Underwritten Securities; the fees and expenses of qualifying the Underwritten Securities under the securities laws of the several jurisdictions as provided in this Section and of preparing and printing a Blue Sky Memorandum, and a memorandum concerning the legality of the Underwritten Securities as an investment (including reasonable fees of counsel to the Underwriters payable with respect thereto); and all other costs and expenses incident to the performance of the Company’s obligations under this Agreement; provided that, except as provided in this Section and in Section 6 and Section 10 hereof, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the Underwritten Securities which they may sell and the expenses of advertising any offering of the Underwritten Securities made by the Underwriters.

          (k) Subject to Section 5(d) hereof, until the termination of the offering of the Underwritten Securities, to timely file all documents, and any amendments to previously filed documents, required to be filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.

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          (l) If at any time when a prospectus relating to the Underwritten Securities is required to be delivered under the Act, any event relating to or affecting the Company or any of its subsidiaries occurs as a result of which the Prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary, at any time to amend the Prospectus to comply with the Act, the Company will promptly notify the Representatives thereof and will prepare an amended or supplemental prospectus (in form and substance reasonably satisfactory to counsel to the Underwriters) or, with the consent of counsel to the Underwriters (which shall not be unreasonably withheld), make an appropriate filing pursuant to Section 13 or 14 of the Exchange Act which will correct such statement or omission; and, in case the Underwriters are required to deliver a prospectus relating to the Underwritten Securities nine months or more after the effective date of the Registration Statement, the Company upon the request of the Representatives and at the expense of the Underwriters will prepare promptly such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act.

          (m) During the period beginning on the date of the Term Agreement and continuing to the Delivery Date, not to publicly offer, sell, contract to sell or otherwise dispose of any debt securities of the Company with maturities longer than one year, other than the Underwritten Securities to the Underwriters.

     6. (a) The Company shall indemnify and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any losses, claims, damages or liabilities, joint or several, to which they may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each such indemnified party for any legal and other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives specifically for use in the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any loss, claim, damage, liability purchased the Underwritten Securities which are the subject thereof if such person did not receive a copy of the Prospectus, as the same may be amended or supplemented, excluding documents incorporated by reference at or prior to the confirmation of the sale of such Underwritten Securities to such person in any case where such delivery is required by the Act, and the untrue statement or omission of a

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material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented), unless such failure resulted from non-compliance by the Company with Section 5(b). This indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter.

(b) Each Underwriter shall indemnify and hold harmless the Company against any losses, claims, damages or liabilities, joint or several, to which its directors and officers, and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities (or actions in respect thereof), arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives specifically for use in the preparation thereof; and shall reimburse such indemnified party for any legal and other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred.

          (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against an indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party under such subsection for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to appoint counsel to defend such action and approval by the indemnified party of such counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the

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indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (plus any local counsel), approved by the Underwriters in the case of paragraph (a) of this Section 6, representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

          (d) If the indemnification provided in this Section 6 shall be unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, or liabilities, referred to in subsection (a) or (b) above, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Underwritten Securities or (ii) if the allocation provided by the clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other with respect to the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the proportion as the total net proceeds from the offering of the Underwritten Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to in the first sentence of this subsection (d). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim that is subject to this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in

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excess of the amount by which the total price at which the Underwritten Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this subsection (d) are several in proportion to their respective underwriting obligations and not joint. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this subsection (d) notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under subsection (e) of this Section 6.

          (e) The obligations of the Company under this Section 6 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each partner, director and officer of any Underwriter and to each person, if any, who controls any Underwriter within the meaning of either the Act or the Exchange Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability that the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, with his consent, is named in the Registration Statement as about to become a director of the Company), to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of either the Act or the Exchange Act.

          (f) The indemnity agreements contained in this Section and in Section 7 and the representations, warranties and agreements of the Company in Section 1 and Section 5 hereof shall survive the delivery of the Underwritten Securities and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

     7. (a) The Company shall indemnify and hold harmless the firm, if any, acting as QIU against any losses, claims, damages or liabilities, joint or several, to which the QIU may become subject in its capacity as QIU, under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the QIU for any legal and other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that such firm, in its capacity as QIU, shall not be entitled to indemnification pursuant to this Section 7 in respect of any losses, claims, damages or liabilities to the extent and only to the extent that it would be denied indemnification in its capacity as an Underwriter pursuant to Section 6 hereof in

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respect of such losses, claims, damages or liabilities. This indemnity agreement is in addition to any liability which the Company may otherwise have.

          (b) Promptly after receipt by the QIU under subsection (a) above of notice of the commencement of any action, the QIU shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to the QIU otherwise than under such subsection. In case any such action shall be brought against the QIU, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to the QIU (who shall not, except with the consent of the QIU, be counsel to the indemnifying party), and after notice from the indemnifying party to the QIU of its election to assume the defense thereof, the indemnifying party shall not be liable to the QIU under such subsection for any legal or other expenses subsequently incurred by the QIU in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the defendants in any such action include both the QIU and the indemnifying party and the QIU shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the QIU shall have the right to select separate counsel to defend such action on behalf of itself; provided, further, that the QIU shall not have such right to select separate counsel if any Underwriter or Underwriters shall have exercised their right set forth in the proviso in Section 6(c) to select separate counsel in respect of such action, in which case, such counsel shall represent the QIU as well. Upon receipt of notice from the indemnifying party to the QIU of its election so to appoint counsel to defend such action and approval by the QIU of such counsel, the indemnifying party will not be liable to the QIU under this Section 7 for any legal or other expenses subsequently incurred by the QIU in connection with the defense thereof unless (i) the QIU shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (plus any local counsel), approved by the QIU in the case of paragraph (a) of this Section 7, representing the QIU under such paragraph (a)), (ii) the indemnifying party shall not have employed counsel satisfactory to the QIU to represent the QIU within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the QIU at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).

          (c) If the indemnification provided in this Section 7 shall be unavailable or insufficient to hold harmless the QIU under subsection (a) above then the indemnifying party shall contribute to the amount paid or payable by the QIU in its capacity as QIU as a result of the losses, claims, damages or liabilities, referred to in subsection (a) above, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the QIU on the other from the offering of the Underwritten Securities or (ii) if the allocation provided by the clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the QIU on the other with respect to the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any

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other relevant equitable considerations. The relative benefits received by the Company on the one hand and the QIU on the other shall be deemed to be in the proportion as the total net proceeds from the offering of the Underwritten Securities (before deducting expenses) received by the Company as set forth in the table on the cover page of the Prospectus bear to the portion of the underwriting discount received by the QIU which is deemed to be compensation for its services as QIU as set forth in the applicable Terms Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the QIU on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the QIU agree that it would not be just and equitable if contributions pursuant to this subsection (c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the first sentence of this subsection (c). The amount paid by the QIU as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (c) shall be deemed to include, any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such action or claim that is subject to this subsection (c). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

          (d) The obligations of the Company under this Section 7 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the QIU within the meaning of either the Act or the Exchange Act. For purposes of this Section 7, each person who controls the QIU within the meaning of either the Act or the Exchange Act shall have the same rights to contribution as the QIU. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under subsection (c) of this Section 7, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this subsection (d).

     8. The obligations of the Underwriters under this Agreement may be terminated by the Underwriters by giving notice as hereinafter specified at any time prior to the Delivery Date, if (i) any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered in connection therewith on the terms and in the manner contemplated in the Prospectus, (ii) the Company shall have failed, refused or been unable, at or prior to the Delivery Date, to perform any agreement on its part to be performed hereunder, (iii) any other condition of the Underwriter’s obligations hereunder is not fulfilled, (iv) trading of the Company’s capital stock on the New York Stock Exchange or trading generally on the New York Stock Exchange or the American Stock Exchange shall have been suspended, (v) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been

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required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by the Commission or any other governmental authority having jurisdiction, (vi) a material disruption in securities settlement, payment or clearance services in the United States, (vii) a banking moratorium shall have been declared by Federal, Maryland or New York authorities, (viii) a downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities, (ix) the outbreak or escalation of hostilities or acts of terrorism involving the United States or the declaration by the United States of a national emergency or war or (x) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, inadvisable or impractical to proceed with the delivery of the Underwritten Securities. Any such termination shall be without liability of any party to any other party with respect to Underwritten Securities not purchased by reason of such termination except that the provisions of Sections 6 and 7 hereof shall at all times be effective. If the Underwriters elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriters by telephone, telex or telecopy, confirmed by letter.

     9. The respective obligations of the Underwriters under this Agreement with respect to the Underwritten Securities are subject to the accuracy in all material respects, on the date of the Terms Agreement and on the Delivery Date, of the representations and warranties of the Company contained herein, the performance by the Company and the Subsidiary Guarantors, if any, of their respective obligations hereunder, and to each of the following additional terms and conditions:

          (a) At or before the Delivery Date, no stop order suspending the effectiveness of the Registration Statement nor any similar order directed to any document incorporated by reference in the Prospectus shall have been issued and prior to that time no stop order proceeding shall have been initiated or threatened by the Commission and no challenge shall have been made to the accuracy or adequacy of any document incorporated by reference in the Prospectus; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with; and the Company shall not have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus (or any document incorporated by reference therein) without the consent of the Underwriters (which consent shall not be unreasonably withheld).

          (b) No Underwriter shall have discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement or the Prospectus contains an untrue statement of fact which, in the opinion of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

          (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Underwritten Securities, the Subsidiary

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Guarantees, if any, and the Indenture and the form of the Registration Statement, the Prospectus (other than financial statements and other financial data) and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be satisfactory in all material respects to Simpson Thacher & Bartlett LLP, counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

          (d) The Company shall have furnished to the Underwriters the opinion of Timothy J. Geckle, Senior Vice President and General Counsel of the Company addressed to the Underwriters and dated the Delivery Date in form and substance satisfactory to the Underwriters and their counsel, to the effect that:

               (i) Each of the Company and the Subsidiary Guarantors (or, if none, the significant subsidiaries (as defined in Rule 405)) has been duly incorporated or organized and is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction in which it is chartered or organized, with full power and authority to own or lease its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification except where the failure to so qualify would not have a material adverse effect on the business, operations, properties or financial condition of the Company and its subsidiaries taken as a whole;

               (ii) All of the issued and outstanding shares of capital stock of each Subsidiary Guarantor (or, if none, of each significant subsidiary) have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus or such opinion, all outstanding shares of capital stock of the Subsidiary Guarantors (or, if applicable, the significant subsidiaries) are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the best knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances, and the Company has no subsidiaries required by Regulation S-K under the Act to be listed as a subsidiary on Exhibit 21 other than those listed in Exhibit 21 to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2003;

               (iii) The Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and duly qualified under the Trust Indenture Act and is a valid and legally binding instrument of the Company and the Subsidiary Guarantors enforceable in accordance with its terms.

               (iv) The Underwritten Securities are in a form contemplated by the Indenture and have been duly authorized by all necessary corporate action, have been duly executed and, assuming the due authentication and delivery thereof by the Trustee (and payment therefor by the Underwriters), are legal, valid and binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture;

               (v) The Subsidiary Guarantees have been duly authorized by the Subsidiary Guarantors, have been duly executed and, assuming the due authentication and delivery of the Indenture and the Underwritten Securities by the Trustee (and payment for the

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Underwritten Securities by the Underwriters) and when endorsed on the Underwritten Securities in the manner provided in the Indenture, are legal, valid and binding obligations of the Subsidiary Guarantors enforceable in accordance with their terms and entitled to the benefits of the Indenture;

               (vi) The statements in the Prospectus under the following (or comparable) captions “Description of Notes” and “Description of Debt Securities”, insofar as they purport to summarize in all material respects the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by the Rules and Regulations of the Commission;

               (vii) To the best knowledge of such counsel, after due inquiry, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required;

               (viii) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, after due inquiry, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus and the documents incorporated by reference in therein (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Exchange Act and the respective rules thereunder;

               (ix) The Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”) has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors; the execution, delivery and performance of the Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”), the consummation of the transactions contemplated hereby, compliance by the Company with the provisions of the Underwritten Securities and the Indenture and compliance by the Subsidiary Guarantors with the provisions of the Subsidiary Guarantees and the Indenture will not conflict with or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its subsidiaries pursuant to the terms of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust, other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in a violation of the corporate charter or by-laws of the Company or any of the Subsidiary Guarantors (or, if none, the significant subsidiaries) or of any law, order, rule or regulation of any court, regulatory body, administrative agency or governmental body or arbitrator known to such counsel and having

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jurisdiction over the Company, any of the Subsidiary Guarantors (or, if none, the significant subsidiaries) or their respective properties;

               (x) No consent, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or governmental body or arbitrator is required for the execution, delivery and performance by the Company or the Subsidiary Guarantors of the Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”), the consummation of the transactions contemplated hereby, compliance by the Company with the provisions of the Underwritten Securities and the Indenture and compliance by the Subsidiary Guarantors with the provisions of the Subsidiary Guarantees and the Indenture, except such as have been obtained under the Act, the Trust Indenture Act and the Exchange Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Underwritten Securities and the Subsidiary Guarantees by the Underwriters and such other approvals (specified in such opinion) as have been obtained; and

               (xi) No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

     In addition, such opinion shall also contain a statement to the effect that while such counsel is not passing upon, and does not assume responsibility for, the accuracy, completeness or fairness of the Registration Statement or the Prospectus (except as and to the extent set forth in clause (vi) above), based upon the procedures referred to in such opinion nothing has come to the attention of such counsel which leads him to believe that (i) either the Registration Statement at the time the Registration Statement became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) the Prospectus as of its date and as of the date of the opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel will not comment as to the financial statements and schedules and other financial and statistical data included or incorporated by reference in the Registration Statement or the Prospectus).

     Such opinion may state that it is limited solely to Federal law and the laws of the State of Maryland, except that such counsel has examined (A) the corporate laws of the States of California, Indiana, Delaware, Florida, Texas and Arizona, (B) the limited liability company laws of the State of Delaware, and (C) the limited partnership laws of the State of Indiana, solely for the purpose of rendering the opinions concerning the organization of the Subsidiary Guarantors, if any (other than the Subsidiary Guarantors organized under the laws of the State of Maryland), and the due authorization of the execution and delivery of the Terms Agreement and the Subsidiary Guarantees by the Subsidiary Guarantors, if any (other than the Subsidiary Guarantors organized under the laws of the State of Maryland).

          (e) DLA Piper Rudnick Gray Cary US LLP shall have furnished to the Underwriters their opinion, addressed to the Underwriters and dated the Delivery Date, as counsel to the Company, to the effect that:

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               (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus;

               (ii) The Subsidiary Guarantors organized in Delaware or Maryland have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions in which they are organized, with full power and authority to own their respective properties and conduct their respective businesses as described in the Prospectus;

               (iii) The Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and duly qualified under the Trust Indenture Act and is a valid and legally binding instrument of the Company and the Subsidiary Guarantors enforceable in accordance with its terms;

               (iv) The Underwritten Securities are in a form contemplated by the Indenture and have been duly authorized by all necessary corporate action, have been duly executed and, assuming the due authentication and delivery thereof by the Trustee (and payment therefor by the Underwriters) are legal, valid and binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture;

               (v) The Subsidiary Guarantees have been duly authorized by the Subsidiary Guarantors, have been duly executed and, assuming the due authentication and delivery of the Indenture and the Underwritten Securities by the Trustee (and payment for the Underwritten Securities by the Underwriters) and when endorsed on the Underwritten Securities in the manner provided in the Indenture, are legal, valid and binding obligations of the Subsidiary Guarantors enforceable in accordance with their terms and entitled to the benefits of the Indenture;

               (vi) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus and the documents incorporated by reference in the Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Exchange Act and the respective rules thereunder;

               (vii) The statements made in the Prospectus under the following (or comparable) captions: “Description of Notes” and “Description of Debt Securities”, insofar as they purport to summarize in all material respects the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form S-3;

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               (viii) The Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”) has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors organized in Delaware or Maryland; the execution, delivery and performance of the Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”), compliance by the Company with the provisions of the Underwritten Securities and the Indenture and compliance by the Subsidiary Guarantors with the provisions of the Subsidiary Guarantees or the consummation of the transactions contemplated herein or the fulfillment of the terms hereof will not conflict with, result or constitute a default (nor an event which with the notice or lapse of time, or both, would constitute a default) under the charter or by-laws of the Company or Ryland Mortgage Company (“RMC”) or any Subsidiary Guarantor organized under the laws of Delaware or Maryland or the terms of any indenture, other agreement or instrument known to such counsel and to which the Company or RMC or any Subsidiary Guarantor organized under the laws of Delaware or Maryland is a party or bound and which is material to the financial condition of the Company and its subsidiaries taken as a whole or result in a violation of any law, order or regulation known to such counsel to be applicable to the Company or RMC or any Subsidiary Guarantor organized under the laws of Delaware or Maryland of any court, regulatory body, administrative agency or governmental body or arbitrator having jurisdiction over the Company, the Subsidiary Guarantors organized under the laws of Delaware or Maryland or any of their respective properties; and no consent, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or governmental body or arbitrator is required for the execution, delivery and performance by the Company or the Subsidiary Guarantors of the Terms Agreement (including the provisions of this “Amended and Restated Underwriting Agreement Basic Provisions”) compliance by the Company with the provisions of the Underwritten Securities and the Indenture and compliance by the Subsidiary Guarantors with the provisions of the Subsidiary Guarantees or the consummation of the transactions contemplated herein or the fulfillment of the terms hereof, except such as may be required by the Act, the Trust Indenture Act, the Exchange Act or state securities laws.

     In addition, such opinion shall also contain a statement to the effect that while such counsel is not passing upon, and does not assume responsibility for, the accuracy, completeness or fairness of the Registration Statement or the Prospectus (except as and to the extent set forth in clause (vii) above), based upon the procedures referred to in such opinion nothing has come to the attention of such counsel which lead them to believe that (i) either the Registration Statement at the time the Registration Statement became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) the Prospectus as of its date and as of the date of the opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel will not comment as to the financial statements and schedules and other financial and statistical data included or incorporated by reference in the Registration Statement or the Prospectus).

     Any opinions given by such counsel as to enforceability, if any, may be subject to the effect of liquidation, conservatorship, insolvency, bankruptcy, reorganization, moratorium, and other similar laws generally affecting the rights of creditors, the application of equitable

20

principles (whether in equity or at law) and the availability of equitable remedies (whether in equity or at law).

          (f) The Underwriters shall have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Underwritten Securities, the Subsidiary Guarantees, the Indenture, the Registration Statement, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company and the Subsidiary Guarantors shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

          (g) The Company shall have furnished to the Underwriters on the Delivery Date a certificate, dated the Delivery Date, of its Chairman of the Board, President and Chief Executive Officer and its principal financial or accounting officer stating that:

               (i) the representations, warranties and agreements of the Company in Section 1 hereof are true and correct in all material respects as of the Delivery Date; the Company has complied in all material respects with all of its agreements contained herein to be performed or complied with at or before the Delivery Date; and the conditions set forth in Section 9(a) hereof have been fulfilled in all material respects;

               (ii) they have carefully examined the Registration Statement and the Prospectus and, in their opinion (A) as of its effective date the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (C) since the effective date of the Registration Statement there has not occurred any event required to be set forth in an amended or supplemented prospectus which has not been so set forth;

               (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or is threatened by the Commission; and

               (iv) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been no material adverse change in the financial condition, prospects, earnings, business, properties or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus or any material change in the Capital Stock or long-term debt of the Company and its subsidiaries taken as a whole.

          (h) Each Subsidiary Guarantor shall have furnished to the Underwriters on the Delivery Date a certificate, dated the Delivery Date, of its Chairman of the Board, President and Chief Executive Officer or Vice President or its Treasurer, principal financial or accounting officer stating that the representations, warranties and agreements of such Subsidiary Guarantor

21

are true and correct in all material respects as of the Delivery Date; and such Subsidiary Guarantor has complied in all material respects with all of its agreements contained herein to be performed or complied with at or before the Delivery Date;

          (i) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (k) of this Section 9 or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries taken as a whole.

          (j) Prior to the Delivery Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

          (k) The Company shall have furnished to the Underwriters on the Delivery Date a letter of Ernst & Young, addressed to the Underwriters and dated such date, confirming that they are an independent registered public accounting firm within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and stating, as of the date of such letter (or, with respect to matters involving changes or development since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more five days prior to the date of such letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by its letter delivered to the Underwriters concurrently with the execution of this Agreement and confirming in all material respects the conclusions and findings set forth in such prior letter.

     If any of the conditions specified in this Section 9 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and Simpson Thacher & Bartlett LLP, counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Delivery Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

     10. If the Company or the Subsidiary Guarantors shall fail to tender the Underwritten Securities or the Subsidiary Guarantees on the Delivery Date or if the Underwriters shall decline to purchase the Underwritten Securities for any reason permitted under this Agreement (other than pursuant to Section 3 or any of clauses (iv) (other than with respect to the Company’s capital stock), (v), (vi), (vii), (ix) or (x) of Section 8 hereof), the Company shall reimburse the Underwriters for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been incurred by them in connection with this Agreement and the proposed purchase of the Underwritten Securities, and upon demand the Company shall pay the full amount thereof to the Underwriters. If this Agreement is terminated pursuant to Section 3 hereof by reason of the default of one or more Underwriters or pursuant to any of clauses (iv) (other than with respect to the Company’s capital stock), (v), (vi), (vii), (ix) or (x) of Section 8 hereof, the Company shall not be obligated to reimburse any Underwriter on account of such

22

expenses except that the Company will continue to be liable for the payment of the expenses as set forth in Section 5(j) and with respect to any non-defaulting underwriter and the QIU as set forth in Sections 6 and 7, respectively, and shall not continue to be liable for the payment of expenses of any defaulting underwriter as set forth in Section 6.

     11. The Company and the Subsidiary Guarantors shall be entitled to act and rely upon any request, consent, notice or agreement of the Underwriters. Any notice by the Company to the Underwriters shall be sufficient if given in writing or by telegraph addressed to the Representatives at the address set forth for that purpose in the Terms Agreement, and any notice by the Underwriters to the Company shall be sufficient if given by the Representatives in writing or by telecopy addressed to the Company at 24025 Park Sorrento, Suite 400, Calabasas, California 91302, attention General Counsel.

     12. This Agreement shall be binding upon the Underwriters, the Company, the Subsidiary Guarantors, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company and the Subsidiary Guarantors contained in this Agreement shall also be deemed to be for the benefit of any partner, director or officer or the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Act, (b) the indemnity agreement of the Underwriters contained in Section 6 hereof shall be deemed to be for the benefit of directors of the Company, officers of the Company who have signed the Registration Statement and any person controlling the Company and (c) the indemnity agreement of the Company contained in Section 7 shall be for the benefit of the QIU. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

     13. For purpose of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading.

     14. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK. THE TERMS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, AND IF EXECUTED IN MORE THAN ONE COUNTERPART THE EXECUTED COUNTERPARTS SHALL TOGETHER CONSTITUTE A SINGLE AGREEMENT.

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EX-1.2

EXHIBIT 1.2

THE RYLAND GROUP, INC.

(a Maryland corporation)

$250,000,000

5.375% Senior Notes due 2015

Terms Agreement

                                                                  January 6, 2005

To:	The Ryland Group, Inc.
	24025 Park Sorrento
	Suite 400
	Calabasas, California 91302

Dear Sirs:

     Reference is made to The Ryland Group, Inc. Amended and Restated Underwriting Agreement Basic Provisions, dated January 6, 2005 (the “Underwriting Agreement”). This Agreement is the Terms Agreement referred to in the Underwriting Agreement. We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement, the following securities (“Securities”) on the following terms:

Title:	5.375% Senior Notes due 2015
Principal Amount to be Issued:	$250,000,000
Date of Maturity:	January 15, 2015
Interest Payment:	January 15 and July 15 of each year, commencing July 15, 2005
Public Offering Price:	99.556% of the aggregate principal amount plus accrued interest, if any, from and including January 11, 2005.
Purchase Price:	98.906% (payable in immediately available funds)
Underwriting Commission:	0.650%

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Redemption Provisions:	The Securities may be redeemed by you in whole or in part at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (the yield to maturity of the United States Treasury security, selected by a primary U.S. Government securities dealer, having a maturity comparable to the remaining term of the Securities being redeemed) plus 20 basis points, plus, in each case, accrued and unpaid interest on the Securities to the redemption date.
Subsidiary Guarantees:	Fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the subsidiaries listed on the signature page hereto.
Delayed Delivery Contracts:	None
Closing Date and Location:	January 11, 2005, 7:00 A.M. (Pacific Time); Simpson Thacher & Bartlett LLP 1999 Avenue of the Stars, 29th Floor Los Angeles, California 90067
Joint Book-Running Managers and Representatives:	Banc of America Securities LLC and UBS Securities LLC
Additional Co-Managers, if any:	Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc.
Additional Underwriters, if any:	None

Other Terms:

     All provisions contained in the Underwriting Agreement, a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein.

 3

     The Company and the Subsidiary Guarantors jointly and severally represent and warrant to us that the representations and warranties of the Company and the Subsidiary Guarantors set forth in Section 1 of the Underwriting Agreement are accurate as though expressly made at and as of the date hereof. Except as otherwise provided above, all of the provisions contained in the Underwriting Agreement, a copy of which is attached hereto as Annex A, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. The term “registration statement” appearing in Section 1(a) of the Underwriting Agreement shall be deemed to refer to the Registration Statements on Form S-3 (file numbers 333-121469, 333-113756 and 333-100167) initially filed with the Commission on December 20, 2004, March 19, 2004 and September 27, 2002, respectively.

     As contemplated by Section 2 of the Underwriting Agreement, attached as Schedule A hereto is a completed list of our underwriting commitment, which shall be a part of this Agreement and the Underwriting Agreement.

     This Agreement shall be governed by the laws of the State of New York.

     If the foregoing is in accordance with your understanding of the agreement between the Underwriters and you, please sign and return to the Underwriters a counterpart hereof, whereupon this instrument along with all counterparts and together with the Underwriting Agreement shall be a binding agreement between the Underwriters and you in accordance with its terms and the terms of the Underwriting Agreement.

Very truly yours,
BANC OF AMERICA SECURITIES LLC UBS SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC J.P. MORGAN SECURITIES INC.
By:	Banc of America Securities LLC
By:	/s/ Peter J. Carbone
	Name: Peter J. Carbone Title: Vice President
and
By:	UBS Securities LLC
By:	/s/ Christian Stewart
	Name: Christian Stewart Title: Executive Director
By:	/s/ Michael Ravanesi
	Name: Michael Ravanesi Title: Director

Confirmed and accepted as of
the date first above written:
THE RYLAND GROUP, INC.
By:	/s/ Gordon A. Milne
	Name: Gordon A. Milne Title: Executive Vice President and Chief Financial Officer

(Signature page continued on next page)

Confirmed and accepted as of
the date first above written:

CONVEST MANAGEMENT CORPORATION (1)
MOORE’S ORCHARD, LLC (2)
RH AT EMORY GROVE, LLC (3)
RH AT MOUNT HEBRON, LLC (2)
RH BUILDERS OF INDIANA, INC. (1)
RH INVESTMENT OF INDIANA, INC. (1)
RH OF INDIANA, L.P. (4)
RH OF MARYLAND, LLC (5)
RH OF TEXAS LIMITED PARTNERSHIP (6)
RH ORGANIZATION, INC. (1)
RYLAND COMMUNITIES, INC. (1)
RYLAND GOLF COURSE AT THE COLONY, INC. (1)
RYLAND HOMES INVESTMENT-TEXAS, INC. (1)
RYLAND HOMES NEVADA, LLC (7)
RYLAND HOMES OF TEXAS, INC. (1)
RYLAND HOMES OF ARIZONA, INC. (1)
RYLAND HOMES OF CALIFORNIA, INC. (1)
RYLAND ORGANIZATION COMPANY (1)
RYLAND VENTURES, INC. (1)
RYLAND VENTURES II, INC. (1)
RYLAND VENTURES III, INC. (1)
RYLAND VENTURES IV, INC. (1)
THE REGENCY ORGANIZATION, INC. (1)
THE RYLAND CORPORATION (1)

(1) By:	/s/ Cathey S. Lowe
	Name: Cathey S. Lowe
	Title: Treasurer
(2) By:	Ryland Ventures III, Inc.
	Its: General Manager
	By:	/s/ Cathey S. Lowe
		Name: Cathey S. Lowe
		Title: Treasurer
(3) By:	Ryland Ventures III, Inc. Its: Managing Member
	By:	/s/ Cathey S. Lowe
		Name: Cathey S. Lowe
		Title: Treasurer
(4) By:	RH Builders of Indiana, Inc. Its: General Partner
	By:	/s/ Cathey S. Lowe
		Name: Cathey S. Lowe
		Title: Treasurer
(5) By:	Ryland Ventures, Inc.
	Its: General Manager
	By:	/s/ Cathey S. Lowe
		Name: Cathey S. Lowe
		Title: Treasurer
(6) By:	Ryland Homes of Texas, Inc. Its: General Partner
	By:	/s/ Cathey S. Lowe
		Name: Cathey S. Lowe
		Title: Treasurer
(7) By:	The Ryland Group, Inc.
	Its: General Partner
	By:	/s/ Cathey S. Lowe
		Name: Cathey S. Lowe
		Title: Treasurer

SCHEDULE A

	Principal Amount
	of Securities
Underwriter	to be Purchased
Banc of America Securities LLC		75,000,000
UBS Securities LLC		75,000,000
Wachovia Capital Markets, LLC		50,000,000
J.P. Morgan Securities Inc.		50,000,000
Total	$	250,000,000

ANNEX A

EX-4.2

EXHIBIT 4.2

THE RYLAND GROUP, INC.,

as Issuer,

THE GUARANTORS NAMED HEREIN

and

JPMORGAN CHASE BANK, N.A.
(formerly known as Chemical Bank),

as Trustee

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF JANUARY 11, 2005

TO INDENTURE

DATED AS OF JUNE 28, 1996

Relating To

5 3/8% Senior Notes Due 2015

SECOND SUPPLEMENTAL INDENTURE

     SECOND SUPPLEMENTAL INDENTURE, dated as of January 11, 2005 (the “Supplemental Indenture”), to the Indenture (defined below) among The Ryland Group, Inc. (the “Company”), a Maryland corporation, each of the Guarantors named herein (the “Guarantors”), and JPMorgan Chase Bank, N.A., as trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 28, 1996 (the “Indenture”), providing for the issuance from time to time of its notes and other evidences of senior debt securities, to be issued in one or more series as therein provided (“Securities”);

     WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Securities to be known as its 5 3/8% Senior Notes due 2015 (the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture (together, the “Indenture”);

     WHEREAS, pursuant to the terms of the Notes, the Guarantors will fully and unconditionally guarantee the obligations of the Company under the Notes, on a senior and unsubordinated basis (the “Subsidiary Guarantees”); and

     WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, and to make the Subsidiary Guarantees, when executed by the Guarantors and authenticated and delivered by the Trustee, the valid obligations of the Guarantors, and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

WITNESSETH:

     NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS

     Section 1.01. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Indenture.

     Section 1.02. References in this Supplemental Indenture to section numbers shall be deemed to be references to section numbers of this Supplemental Indenture unless otherwise specified.

     Section 1.03. For purposes of this Supplemental Indenture, the following terms have the meanings ascribed to them as follows:

     “Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value (discounted at the weighted average effective interest cost per annum of the outstanding debt securities of all series, compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

     “Beneficial Owner” has the meaning provided in Section 2.03.

     “Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles, and the amount of such obligations will be the capitalized amount thereof determined in accordance with generally accepted accounting principles.

     “Consolidated Net Tangible Assets” means the total amount of assets which would be included on a combined balance sheet of the Restricted Subsidiaries (not including the Company) together with the total amount of assets that would be included on the Company’s balance sheet, not including its subsidiaries, under generally accepted accounting principles (less applicable reserves and other properly deductible items) after deducting therefrom:

(1)

all short-term liabilities, except for liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date) and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to Statement of Financial Accounting Standards No. 106;

(2)

investments in subsidiaries that are not Restricted Subsidiaries; and

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(3)   all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other tangible assets.

     “Covenant Defeasance” has the meaning provided in Article Eight.

     “Depositary” has the meaning provided in Section 2.03.

     “Financial Services Segment” means the business segment of the Company and its Subsidiaries engaged in mortgage banking (including mortgage origination, loan servicing, mortgage brokerage and title and escrow businesses), master servicing and related activities, including, without limitation, a Subsidiary which facilitates the financing of mortgage loans and mortgage-backed securities and the securitization of mortgage-backed bonds and other related activities, which segment currently consists principally of the activities of Ryland Mortgage Company and its Subsidiaries but excludes the Limited Purpose Subsidiaries.

     “Financial Services Subsidiaries” means Subsidiaries of the Company included within the Financial Services Segment.

     “Guaranteed Obligations” has the meaning provided in Section 6.01.

     “Guarantor” means (a) initially, each of the Guarantors named on the signature pages of this Supplemental Indenture, and (b) each of the Company’s Subsidiaries which becomes a guarantor of the Notes pursuant to the provisions of this Supplemental Indenture, subject, in the case of either (a) or (b) to release of an entity as a Guarantor as provided in this Supplemental Indenture.

     “Holder” means a Person in whose name a Note is registered on the Security Registrar’s books.

     “Homebuilding Segment” means the business segment of the Company and its Subsidiaries engaged in the construction and sale of single-family attached and unattached dwellings and related activities, including all activities of the Company outside the Financial Services Segment but excluding the Limited-Purpose Subsidiaries.

     “Homebuilding Subsidiaries” means Subsidiaries of the Company included within the Homebuilding Segment.

     “Indebtedness” means (1) any liability of any person (A) for borrowed money, or (B) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (C) for the payment of money relating to a Capitalized Lease Obligation or (D) for all Redeemable Capital Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (2) any liability of others described in the preceding clause (1) that such person has guaranteed or that is otherwise its legal liability; (3) all Indebtedness referred to in (but not excluded from) clauses (1) and (2) above of other persons and all dividends of other persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any

-3-

Security Interest upon or in property (including, without limitation, accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness; and (4) any amendment, supplement, modification, deferral, renewal, extension or refunding or any liability of the types referred to in clauses (1), (2) and (3) above.

     “Indenture” has the meaning provided in the recitals.

     “Interest Payment Date” has the meaning provided in Section 2.04.

     “Legal Defeasance” has the meaning provided in Article Eight.

     “Limited-Purpose Subsidiaries” means subsidiaries of the Company included within the Limited-Purpose Subsidiaries Segment.

     “Limited-Purpose Subsidiaries Segment” means the business segment of the Company and its Subsidiaries which facilitates, through special-purpose entities created or existing solely for such purpose, the financing of mortgage loans and mortgage-backed securities and the securitization of mortgage loans and other related activities.

     “Maximum Liability” has the meaning provided in Section 6.08.

     “Non-Paying Guarantor” has the meaning provided in Section 6.08.

     “Non-Recourse Indebtedness” means the Company’s or any of the Company’s Subsidiaries’ Indebtedness or other obligations secured by a lien on property to the extent that the liability for the Indebtedness or other obligations is limited to the security of the property without liability for any deficiency, including liability by reason of any agreement between the Company or any Subsidiary to provide additional capital or maintain the financial condition of or otherwise support the credit of the Subsidiary incurring the Indebtedness.

     “Non-Recourse Land Financing” means any Indebtedness of the Company or any Restricted Subsidiary for which the holder of such Indebtedness has no recourse, directly or indirectly, to the Company or such Restricted Subsidiary for the principal of, premium, if any, and interest on such Indebtedness, and for which the Company or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other Security Interests or other recourse, obligations or liabilities in respect of specific land or other real property interests of the Company or such Restricted Subsidiary; provided that recourse, obligations or liabilities of the Company or such Restricted Subsidiary solely for indemnities, covenants or breach of warranty representation or covenant in respect of any Indebtedness will not prevent Indebtedness from being classified as Non-Recourse Land Financing.

     “Notes” has the meaning provided in the recitals.

     “Paying Guarantor” has the meaning provided in Section 6.08.

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     “Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision hereof or any other entity.

     “Pro Rata Share” has the meaning provided in Section 6.08.

     “Redeemable Capital Stock” means any capital stock of the Company or any Subsidiary that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (1) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (2) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (3) is convertible into or exchangeable for debt securities at any time prior to such final stated maturity.

     “Restricted Subsidiary” means any Subsidiary of the Company that is not a Financial Services Subsidiary.

     “Sale and Leaseback Transaction” means a sale or transfer made by the Company or a Restricted Subsidiary (except a sale or transfer made to the Company or another Restricted Subsidiary) of any property which is either (a) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination or (b) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to the Company or a Restricted Subsidiary.

     “Secured Debt” means any Indebtedness which is secured by (i) a Security Interest in any of the Company’s property or the property of any Restricted Subsidiary or (ii) a Security Interest in shares of stock owned directly or indirectly by the Company or a Restricted Subsidiary in a corporation or in equity interests owned by the Company or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in the Company’s rights or the rights of a Restricted Subsidiary in respect of Indebtedness of a corporation, partnership or other entity in which the Company or a Restricted Subsidiary has an equity interest; provided that “Secured Debt” shall not include Non-Recourse Land Financing that consists exclusively of “land under development,” “land held for future development” or “improved lots and parcels,” as such categories of assets are determined in accordance with generally accepted accounting principles. The securing in the foregoing manner of any such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given.

     “Securities” has the meaning provided in the recitals.

     “Security Interest” means any mortgage, pledge, lien, encumbrance or other security interest which secures the payment or performance of an obligation.

     “Senior Indebtedness” means the principal of (and premium, if any, on) and interest on (including interest accruing after the occurrence of an Event of Default or after the filing of a petition initiating any proceeding pursuant to any bankruptcy law whether or not such interest is an allowable claim in any such proceeding) and other amounts due on or in connection with any

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of the Company’s Indebtedness, whether outstanding on the date hereof or hereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the debt securities. Notwithstanding the foregoing, “Senior Indebtedness” shall not include (1) the Company’s Indebtedness that is expressly subordinated in right of payment to any of the Company’s Senior Indebtedness, (2) the Company’s Indebtedness that by operation of law is subordinate to any of the Company’s general unsecured obligations, (3) the Company’s Indebtedness to any Subsidiary, (4) Indebtedness incurred in violation of the restrictions described under “Restrictions on Secured Debt” and “Restrictions on Sale and Lease-back Transactions,” (5) to the extent it might constitute Indebtedness, any liability for federal, state or local taxes or other taxes, owed or owing by the Company, and (6) to the extent it might constitute Indebtedness, trade account payables owed or owing by the Company.

     “Subsidiary” means any corporation of which at the time of determination by the Company, directly and/or indirectly through one or more Subsidiaries, owns more than 50% of the shares of Voting Stock.

     “Subsidiary Guarantees” has the meaning provided in the recitals.

     “Supplemental Indenture” has the meaning provided in the preamble.

     “Voting Stock” means any class or classes of capital stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of any person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).

     “Wholly Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, any such Person or one or more Wholly Owned Subsidiaries of such Person, or by such Person and one or more Wholly Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization all of the ownership interests (having ordinary voting power) of which shall at the time be owned or controlled , directly or indirectly, any such Person or one or more Wholly Owned Subsidiaries of such Person, or by such Person and one or more Wholly Owned Subsidiaries of such Person.

ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE NOTES

     Section 2.01. Designation and Principal Amount.

     The Notes are hereby authorized and are designated the 5 3/8% Senior Notes due 2015, unlimited in aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of this Indenture will be in an aggregate principal amount of $250,000,000, which amount shall be set forth in the written order of the Company for the authentication and delivery of the Notes pursuant to Section 303 of the Indenture. In addition, the Company may issue, from time

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to time in accordance with the provisions of this Indenture, additional Notes ranking equally and ratably with the Notes issued hereunder in all respects (or in all respects except for the payment of interest following the Issue Date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall be governed by the terms of this Indenture.

     Section 2.02. Maturity.

     The principal amount of the Notes will be payable on July 15, 2015.

     Section 2.03. Form and Payment.

     The Notes will be issued as global notes, in fully registered book-entry form without coupons in denominations of $2,000 and integral multiples thereof.

     Principal, premium, if any, and/or interest, if any, on the global notes representing the Notes will be made to The Depository Trust Company (the “Depositary”).

     The global notes representing the Notes will be deposited with, or on behalf of, the Depositary and will be registered in the name of the Depositary or a nominee of the Depositary. No global note may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor.

     So long as the Depositary or its nominee is the registered owner of a global note, the Depositary or its nominee, as the case may be, will be the sole Holder of the Notes represented thereby for all purposes under the Indenture. Except as otherwise provided herein, each actual purchaser of each Note represented by a global note (“Beneficial Owner”) will not be entitled to receive physical delivery of certificated Notes and will not be considered the holders thereof for any purpose under the Indenture, and no global note representing the Notes shall be exchangeable or transferable. Accordingly, each Beneficial Owner must rely on the procedures of the Depositary and, if such Beneficial Owner is not a participant, on the procedures of the participant through which such Beneficial Owner owns its interest in order to exercise any rights of a Holder under such global note or the Indenture.

     The global notes representing the Notes will be exchangeable for certificated Notes of like tenor and terms and of differing authorized denominations aggregating a like principal amount, only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global debt securities, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act and a successor to the Depository is not appointed by the Company within 90 days, (iii) the Company in its sole discretion determines that the global notes shall be exchangeable for certificated Notes and notifies the Trustee in writing of such determination or (iv) there shall have occurred and be continuing an Event of Default under the Indenture with respect to the Notes. Upon any such exchange, the certificated Notes shall be registered in the names of the Beneficial Owners of the global notes representing the Notes, which names shall be provided by the Depositary’s relevant participants (as identified by the Depositary) to the Trustee. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officer’s Certificate evidencing such

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determination by the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the global notes in exchange for such global notes. Upon the exchange of the global notes for such Notes in definitive registered form without coupons, in authorized denominations, the global notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the global notes shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Notes to the Depositary for delivery to the Persons in whose names such Notes are so registered.

     Section 2.04. Interest.

     The Notes shall bear interest at a rate equal to 5 3/8% per year. Interest on the Notes shall accrue from January 11, 2005, or from the most recent interest payment date to which interest has been paid or duly provided upon for the Notes, as the case may be. Interest on the Notes shall be payable semiannually in arrears on January 15 and July 15, commencing July 15, 2005 (each an “Interest Payment Date”), to the persons in whose names the Notes are registered at the close of business on January 1 and July 1, as the case may be, preceding such Interest Payment Date.

ARTICLE THREE

ADDITIONAL COVENANTS

     Section 3.01. Restrictions on Secured Debt.

     The Company will not, and will not cause or permit a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of Secured Debt that is secured by:`

(i)

Security Interests on model homes, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat, or thereon;

(ii)

Security Interests on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or where the Security Interest attaches to or affects the Company’s property or the property of a Restricted Subsidiary prior to such transaction);

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(iii)	Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; and
(iv)	Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary that is a Wholly Owned Subsidiary by the Company.

     Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part, of Secured Debt permitted at the time of the original incurrence thereof.

     The Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (i) through (iv) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) and (ii) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (i), (ii) and (iii) under “— Restrictions on Sale and Leaseback Transactions”) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

     The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Company’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or the ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

     Section 3.02. Restrictions on Sale and Leaseback Transactions.

     The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless:

(i)	notice is promptly given to the Trustee in writing of the Sale and Leaseback Transaction;
(ii)	fair value is received by the Company or the relevant Restricted Subsidiary for the property sold (as determined in good faith pursuant to a resolution of the Board of Directors of the Company delivered to the Trustee); and
(iii)	the Company or a Restricted Subsidiary, within 365 days after the completion of the Sale and Leaseback Transaction, apply an amount equal to the net proceeds therefrom either:

(x)   to the redemption, repayment or retirement of debt securities of any series under the Indenture (including the cancellation by the Trustee of any debt

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securities of any series delivered by the Company to the Trustee) or Senior Indebtedness of the Company, or

(y)   to the purchase by the Company or any Restricted Subsidiary of property substantially similar to the property sold or transferred.

     The Company and its Restricted Subsidiaries may enter into a Sale and Leaseback Transaction if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (i) through (iv) described in the first paragraph under “Restrictions on Secured Debt” above or Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (i), (ii) and (iii) in the preceding paragraph) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

     Section 3.03. Future Subsidiaries.

     The Company shall promptly secure the execution and delivery to the Trustee of a Guarantee in substantially the form of Exhibit A hereto with respect to the Notes, from each Subsidiary whether now existing or formed and organized after the date hereof, if such Subsidiary (a) is a Wholly Owned Subsidiary of the Company, (b) is included in the Homebuilding Segment and (c) guarantees any indebtedness of the Company, or guarantees obligations of any other Subsidiary as a guarantor of any indebtedness of the Company; provided that a Subsidiary whose sole purpose is to serve as a joint venturer, partner, member or shareholder in a joint venture, partnership, limited liability company or corporation that include one or more joint venturers, partners, members or shareholders that are not Affiliates of the Company shall not be required to deliver a Guarantee. Each such Subsidiary that does not deliver a Guarantee on the date hereof shall execute and deliver a Guarantee in accordance with Section 6.02 within 30 days after it meets the criteria set forth in the preceding sentence and the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in the Indenture and this Supplemental Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Thereafter, such Subsidiary shall (unless released in accordance with the terms hereof) be a Guarantor for all purposes hereof with respect to the Notes.

     Section 3.04. Homebuilding Subsidiaries.

     The Company shall not cause or permit the voting securities or other ownership interests of any Homebuilding Subsidiary to be less than 100% owned and controlled, directly or indirectly, by the Company except for a legitimate business purpose unrelated to whether such Subsidiary is required to be a Guarantor hereunder.

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ARTICLE FOUR

CONSOLIDATION, MERGER AND SALE OF ASSETS

     The Company will not consolidate or merge into or sell, assign, transfer or lease all or substantially all of its assets to another person unless:

(i)	the Person is a corporation organized under the laws of the United States of America or any state thereof;
(ii)	the Person assumes by supplemental indenture all the obligations of the Company relating to the Notes; and
(iii)	immediately after the transaction no event of default with respect to the Notes exists.

     Upon any such consolidation, merger, sale, assignment or transfer, the successor corporation will be substituted for the Company under the Indenture. The successor corporation may then exercise every power and right of the Company under the Indenture, and the Company will be released from all of the Company’s liabilities and obligations in respect of the Notes and the Indenture. If the Company leases all or substantially all of its assets, the lessee corporation will be the successor to the Company and may exercise every power and right of the Company under the Indenture, but the Company will not be released from its obligations to pay the principal of and premium, if any, and interest, if any, on the Notes.

ARTICLE FIVE

REDEMPTION OF THE NOTES

     Section 5.01. Optional Redemption.

     The Company may, at its option, redeem the Notes in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the greater of:

(i)	100% of the principal amount of the Notes being redeemed, and
(ii)	the sum of present value of the Remaining Scheduled Payments on the Notes being redeemed, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 20 basis points (0.20%).

     The Company shall also pay accrued interest on the Notes being redeemed to the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

     If money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed is deposited with the Trustee on or before the redemption date, on and after the

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redemption date interest will cease to accrue on the Notes (or such portions thereof) called for redemption and such Notes will cease to be outstanding.

     If less than all of the Notes are to be redeemed, not more than 60 days prior to the Redemption Date, the Trustee will select the Notes to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for redemption Notes and portions of the Notes in amounts of whole multiples of $2,000.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

     “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Reference Treasury Dealer” means each of Banc of America Securities LLC and UBS Securities LLC and their respective successors, and two other firms that are primary U.S. Government securities dealers (each a “Primary Treasury Dealer”), which the Company specifies from time to time; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

     “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

     “Remaining Scheduled Payments” means, with respect to any note, the remaining scheduled payments of the principal (or of the portion) thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

     Section 5.02. No Sinking Fund.

     The Notes are not entitled to the benefit of any sinking fund.

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ARTICLE SIX

GUARANTEE OF NOTES

     Section 6.01. Guarantee.

     Subject to Section 6.08, each of the Guarantors hereby jointly and severally, absolutely and unconditionally guarantees, as primary obligor and not as surety, the full and punctual payment (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter, at the time and place and in the manner provided for herein and in the Indenture) and performance of each series of the Notes and all other amounts due from the Company under the Indenture (collectively with respect to each series of Notes, the “Guaranteed Obligations”). Upon failure by the Company to pay punctually any such amount, each of the Guarantors agrees that it shall forthwith on demand pay to the Trustee for the benefit of the Holders of the applicable series of Notes, the amount not so paid at the place and in the manner specified herein and in the Indenture. This Article Six is a continuing guaranty of payment and not of collection. Each of the Guarantors waives any right to require any of the Holders to sue the Company, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

     Section 6.02. Execution and Delivery of Guarantee.

     To further evidence the Guarantee set forth in Section 6.01, each Guarantor hereby agrees to execute and deliver to the Trustee a Guarantee in substantially the form of Exhibit A hereto with respect to each series of the Notes. Such Guarantee shall be executed on behalf of each Guarantor by either manual or facsimile signature of an officer of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any Note or Notes.

     Section 6.03. Guarantee Unconditional.

     Subject to Section 6.08, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (2) any modification or amendment of or supplement hereto or to the Indenture; (3) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligations; (4) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Company or any other guarantor of any of the Guaranteed Obligations, whether in connection herewith or any

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unrelated transactions; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.

     Section 6.04. Discharge, Release and Reinstatement of Guarantee In Certain Circumstances.

     (1) Subject to Sections 6.04(2) and (3), each of the Guarantor’s obligations hereunder with respect to any series of Notes shall remain in full force and effect until all Guaranteed Obligations with respect to such series of Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

     (2) In the event a Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its capital stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary of the Company, such Guarantor will be released from its obligations under its guarantee if:

(i)   the sale or other disposition is in compliance with the Indenture; and

(ii)   all the obligations of such Subsidiary Guarantor under any agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction.

     (3) In the event that any Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, such Guarantor shall be released and discharged from all obligations under this Article Six without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, no Default or Event of Default shall have occurred and be continuing with respect to any series of Notes.

     The Trustee shall, at the sole cost and expense of the Company and upon receipt an Opinion of Counsel that the provisions of Sections 6.04(2) or (3) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections

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6.04(2) or (3). Any Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Six.

     Section 6.05. Waivers.

     Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company, any other guarantor of any of the Guaranteed Obligations, or any other Person.

     Section 6.06. Subordination; Subrogation.

     Each of the Guarantors hereby subordinates to the Guaranteed Obligations all Indebtedness or other liabilities of the Company or of any other Guarantor to such Guarantor. Each of the Guarantors hereby further agrees not to assert any right, claim or cause of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise, against the Company arising out of or by reason of this Article Six or the obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by any of the Guarantors unless and until the Guaranteed Obligations are indefeasibly paid in full.

     Section 6.07. Stay of Acceleration.

     If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms hereof or the Indenture shall nonetheless be payable by each of the Guarantors hereunder forthwith on demand by the Holders.

     Section 6.08. Limitation on Obligations.

     (1) The provisions of this Article Six are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Article Six would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Article Six, then, notwithstanding any other provision of this Article Six to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Holders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section 6.08(1) with respect to the Maximum Liability of the Guarantors is intended solely to preserve the rights of the Holders to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this Section 6.08(1) with respect to the Maximum Liability, except to the extent necessary so that the obligations of the Guarantors hereunder shall not be rendered voidable under applicable law.

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     (2) Each of the Guarantors agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor, and may exceed the aggregate Maximum Liability of all other Guarantors, without impairing this Article Six or affecting the rights and remedies of the Holders hereunder. Nothing in this Section 6.08(2) shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

     (3) In the event any Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Article Six or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Article Six, each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Pro Rata Share” of such payment or payments made, or losses suffered, by such Paying Guarantor. For the purposes hereof, each Non-Paying Guarantor’s “Pro Rata Share” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Company after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantors, the aggregate amount of all monies received by such Guarantors from the Company after the date hereof (whether by loan, capital infusion or by other means). Nothing in this Section 6.08(3) shall affect any Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Article Six from a Non-Paying Guarantor shall be subordinate and junior in right of payment to all the Guaranteed Obligations. The provisions of this Section 6.08(3) are for the benefit of both the Holders and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

     Section 6.09. Default and Enforcement.

     If any Guarantor fails to pay in accordance with Section 6.01, the Trustee may proceed in its name as trustee hereunder in the enforcement of the guarantee of any such Guarantor and such Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such Guarantor the obligations.

     Section 6.10. Amendment, Etc.

     No amendment, modification or waiver of any provision of this Supplemental Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee.

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     Section 6.11. Acknowledgment.

     Each Guarantor hereby acknowledges communication of the terms of this Supplemental Indenture, the Indenture and the Notes and consents to and approves of the same.

     Section 6.12. Costs and Expenses.

     Each Guarantor shall pay on demand by the Trustee any and all costs, fees and expenses (including, without limitation, legal fees and disbursements) incurred by the Trustee, its agents, advisors and counsel or any of the Holders in enforcing any of their rights under any Guarantee.

     Section 6.13. No Merger or Waiver; Cumulative Remedies.

     No Guarantee shall operate by way of merger of any of the obligations of a Guarantor under any other agreement, including, without limitation, this Supplemental Indenture. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under the Indenture or the Notes, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under the Indenture or the Notes preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges in the Guarantee and under this Supplemental Indenture, the Notes and any other document or instrument between a Guarantor and/or the Company and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

     Section 6.14. Guarantee in Addition to Other Obligations.

     The obligations of each Guarantor under its Guarantee and this Supplemental Indenture are in addition to and not in substitution for any other obligations to the Trustee or to any of the Holders in relation to this Supplemental Indenture or the Notes and any guarantees or security at any time held by or for the benefit of any of them.

     Section 6.15. Severability.

     Any provision of this Article Six which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the basic intent, spirit and purpose of this Supplemental Indenture and this Article Six.

     Section 6.16. Successors and Assigns.

     Each Guarantee shall be binding upon and inure to the benefit of each Guarantor and the Trustee and the other Holders and their respective successors and permitted assigns, except that no Guarantor may assign any of its obligations hereunder or thereunder.

     Section 6.17. Acknowledgement under the Trust Indenture Act.

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     Each Guarantor acknowledges that, by virtue of its Guarantee, it is becoming an “obligor” on indenture securities under the Trust Indenture Act.

ARTICLE SEVEN

EVENTS OF DEFAULT

     In addition to the Events of Default set out in Section 501 of the Indenture, the Notes shall also be subject to the following Events of Default:

(i)

the occurrence of any event that results in the acceleration of any of the Company’s or its Restricted Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; and

(ii)

a default in the payment of any principal or interest in respect of any of the Company’s or its Restricted Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the indebtedness.

ARTICLE EIGHT

DEFEASANCE AND DISCHARGE

     In addition to the defeasance and discharge provisions set out in Section 403 of the Indenture, the following defeasance provision shall apply to the Notes:

     The Company may, at its option and at any time (including the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to the Notes (“Legal Defeasance”). In the event of a Legal Defeasance with respect to the Notes, the Company shall be deemed to have paid and discharged the entire indebtedness on all outstanding Notes and the provisions of this Indenture as it relates to such Outstanding Notes (except to (A) the rights of Holders of such Outstanding Notes to receive from the trust funds described in subparagraph (i) below, payment of the principal of (and premium, if any) or interest, if any, on such Notes on the Stated Maturity of such principal of (and premiums, if any) or interest or any mandatory sinking fund payments or analogous payments applicable to the Notes on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Notes, (B) the Company’s obligations with respect to such Notes under Sections 304, 305, 306, 1002 and 1003 of the Indenture, (C) the rights, powers, trusts, duties and immunities of the Trustee under the Indenture, including without limitation Section 607 of the Indenture and (D) Article Four of the Indenture, which in each case shall survive until otherwise terminated or discharged hereunder) shall no longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same, provided that the conditions set out below have been satisfied.

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     In addition, the Company may, at its option and at any time, elect to have the obligations of the Company with respect to the Notes be released with respect to covenants provided with respect to the Notes under Sections 301(14) or 901(2) of the Indenture (“Covenant Defeasance”), and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same, provided that the conditions set out below have been satisfied. In the event of Covenant Defeasance, those events described under Section 501 of the Indenture will no longer constitute an Event of Default.

     In order to exercise either Legal Defeasance or Covenant Defeasance:

    (i) the Company has deposited or caused to be deposited with the Trustee (or another corporate trustee appointed by the Company satisfying the requirements of Section 609 of the Indenture who shall have agreed to comply with the provisions of Article Four of the Indenture applicable to it), irrevocably (irrespective of whether the conditions in Subsections (ii), (iii), (iv), (v), (vi) and (vii) below have been satisfied, but subject to the provisions of Section 402(c) and the last paragraph of Section 1003 of the Indenture), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, with reference to this provision, (A) moneys in an amount, or (B) U.S. Government Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment moneys in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or such other corporate trustee, as the case may be) to pay and discharge, at maturity or upon redemption, the principal of, any mandatory sinking fund payments or analogous payments applicable to Notes (and premium, if any) and interest, if any, on such Outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

    (ii) the conditions in Subsections (2), (3) and (5) of Section 403 of the Indenture have been satisfied;

    (iii) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such Legal Defeasance had not occurred;

    (iv) in the case of Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts and

- 19 -

  in the same manner and at the same times, as would have been the case if such Covenant Defeasance had not occurred;

    (v) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with;

    (vi) if such Notes are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to the Indenture or provision therefor satisfactory to the Trustee shall have been made; and

    (vii) if such deposit is to be made with a trustee, other than the Trustee, pursuant to subparagraph (i) above, such other trustee shall have delivered to the Trustee a certificate satisfactory in form to the Trustee stating that such deposit has been made in accordance with the provisions of Article Four of the Indenture and that such other trustee agrees to comply with the provisions of Article Four of the Indenture and the last paragraph of Section 1003 applicable to it, and the Trustee shall be fully protected in relying upon such certificate.

     In the event that any other trustee is appointed by the Company pursuant to Subsection (i) above, the Trustee shall have no responsibility with respect to the performance by such other trustee of its duties or with respect to any monies or U.S. Government Obligations deposited with such other trustee.

     Additionally, all references in the Indenture to Section 403 shall, vis-à-vis the Notes, be deemed to include amounts set aside as provided herein for a Legal Defeasance or a Covenant Defeasance.

ARTICLE NINE

MISCELLANEOUS

     Section 9.01. Form of Notes.

     The Notes and the Trustee’s Certificates of Authentication to be endorsed thereon are to be substantially in the form of Exhibit B, which form is hereby incorporated in and made a part of this Supplemental Indenture.

     The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

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     Section 9.02. Ratification of Indenture.

     The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

     Section 9.03. Trust Indenture Act Controls.

     If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

     Section 9.04. Conflict with Indenture.

     To the extent not expressly amended or modified by this Supplemental Indenture, the Indenture shall remain in full force and effect. If any provision of this Supplemental Indenture relating to the Notes is inconsistent with any provision of the Indenture, the provision of this Supplemental Indenture shall control.

     Section 9.05. Governing Law.

     THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and each of the Guarantors submits to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of their obligations under this Supplemental Indenture, and agrees not to seek a transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but neither the Company nor any of the Guarantors shall be prevented from removing any such action or proceeding from a state court to the United States District Court for the Southern District of New York). The Company and each of the Guarantors agree that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought.

     Section 9.06. Successors.

     All agreements of the Company in the Indenture, this Supplemental Indenture and the Notes shall bind its successors. All agreements of the Guarantors in this Supplemental Indenture and in the Guarantee shall bind their successors. All agreements of the Trustee in the Indenture and this Supplemental Indenture shall bind its successors.

     Section 9.07. Counterparts.

     This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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     IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly executed as of the day and year first above written.

THE RYLAND GROUP, INC.

By: /s/ Gordon A. Milne                       

      Name: Gordon A. Milne
      Title:   Executive Vice President and
                  Chief Financial Officer

J.P. MORGAN CHASE BANK, N.A., as Trustee

By: /s/ James D. Heuney                        

      Name: James D. Heuney
      Title:   Vice President

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GUARANTORS:

CONVEST MANAGEMENT CORPORATION (1)
MOORE’S ORCHARD, LLC (2)
RH AT EMORY GROVE, LLC (3)
RH AT MOUNT HEBRON, LLC (2)
RH BUILDERS OF INDIANA, INC. (1)
RH INVESTMENT OF INDIANA, INC. (1)
RH OF INDIANA, L.P. (4)
RH OF MARYLAND, LLC (5)
RH OF TEXAS LIMITED PARTNERSHIP (6)
RH ORGANIZATION, INC. (1)
RYLAND COMMUNITIES, INC. (1)
RYLAND GOLF COURSE AT THE COLONY, INC. (1)
RYLAND HOMES INVESTMENT-TEXAS, INC. (1)
RYLAND HOMES NEVADA, LLC (7)
RYLAND HOMES OF TEXAS, INC. (1)
RYLAND HOMES OF ARIZONA, INC. (1)
RYLAND HOMES OF CALIFORNIA, INC. (1)
RYLAND ORGANIZATION COMPANY (1)
RYLAND VENTURES, INC. (1)
RYLAND VENTURES II, INC. (1)
RYLAND VENTURES III, INC. (1)
RYLAND VENTURES IV, INC. (1)
THE REGENCY ORGANIZATION, INC. (1)
THE RYLAND CORPORATION (1)

- 23 -

(1)	By:	/s/ Cathey S. Lowe
		Name: Cathey S. Lowe
		Title: Treasurer
(2)	By:	Ryland Ventures III, Inc.
		Its: General Manager
		By:	/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(3)	By:	Ryland Ventures III, Inc.
		Its: Managing Member
		By:	/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(4)	By:	RH Builders of Indiana, Inc.
		Its: General Partner
		By:	/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(5)	By:	Ryland Ventures, Inc.
		Its: General Manager
		By:	/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(6)	By:	Ryland Homes of Texas, Inc.
		Its: General Partner
		By:	/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer

- 24 -

(7)	By:	The Ryland Group, Inc.
		Its: General Partner
		By:	/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer

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EXHIBIT A

[FORM OF GUARANTEE]

A-1

EXHIBIT B

[FORM OF NOTE]

B-1

EX-4.3

EXHIBIT 4.3

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR TO THE DEPOSITARY OR BY ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE RYLAND GROUP, INC.

5 3/8% Senior Notes due 2015

CUSIP # 783764AK9

No. R-1 $250,000,000

     THE RYLAND GROUP, INC., a Maryland corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Two Hundred Fifty Million Dollars on January 15, 2015, at the office or agency of the Company referred to below, and to pay interest thereon, accruing from January 11, 2005, on July 15, 2005 and semi-annually thereafter on January 15 and July 15 in each year, at the rate of 5 3/8% per annum until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of, and interest on, this Security will be made at the office appointed by the Company in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such

 2

address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 3

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: January 11, 2005	THE RYLAND GROUP, INC.
	By:
		Gordon A Milne
		Chief Financial Officer

Attest:

Timothy J. Geckle

Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as Trustee

By:
	Authorized Officer

 4

REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 28, 1996 (herein called the “Indenture), between the Company and JPMorgan Chase Bank, N.A., as Trustee, herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Second Supplemental Indenture, dated as of January 11, 2005, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof, in an aggregate principal amount of $250,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.

     The Company may, at its option, redeem the Securities in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a Redemption Price equal to the greater of (A) 100% of their principal amount and (B) the present value of the Remaining Scheduled Payments (as defined below) on the Securities being redeemed, discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate (as defined below) plus 20 basis points (0.20%).

     The Company will also pay accrued interest on the Securities being redeemed to the Redemption Date. In determining the Redemption Price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

     If money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed is deposited with the Trustee on or before the Redemption Date, on and after the Redemption Date interest will cease to accrue on the Securities (or such portions thereof) called for redemption and such Securities will cease to be Outstanding.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities.

     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Reference Treasury Dealer” means each of Banc of America Securities LLC and UBS Securities LLC and their respective successors, and two other firms that are primary U.S. Government securities dealers (each a “Primary Treasury Dealer”) which the Company specifies from time to time; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

 5

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City Time, on the third Business Day preceding such Redemption Date.

     “Remaining Scheduled Payments” means, with respect to any Security, the remaining scheduled payments of the principal (or of the portion) thereof to be redeemed and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

     The Indenture Terms contain provisions for defeasance at any time of the entire Indebtedness of this Security upon compliance with certain conditions set forth therein.

     The following constitute Events of Default: default for a period of 30 days in payment of any interest on any Security when due; default in payment of principal of, or premium, if any, on, any Security when due; default in performance of any other covenant in the Indenture with respect to the Securities or in the Securities which continues for 60 days after written notice to the Company by the Trustee or by the Holders of at least 25% in principal amount of the Securities of this series; the occurrence of any event that results in the acceleration of any of the Company or its Restricted Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, of the Company or any of its Restricted Subsidiaries, that has an Outstanding principal amount of $10,000,000 or more in the aggregate; default in the payment of any principal or interest in respect of any Indebtedness of the Company or its Restricted Subsidiaries, other than Non-Recourse Indebtedness, that has an Outstanding principal amount of $20,000,000 or more and the continuation of such default for ten Business Days from the date such principal or interest payment became due and payable, after giving effect to any applicable grace period set forth in the documents governing such Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

 6

     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, places and rates, and in the coin or currency, herein prescribed.

     As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $2,000.00 and any integral multiple thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series.

     Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 7

     No recourse shall be had for the payment of the principal of (and premium, if any) or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

     JPMorgan Chase Bank, N.A., the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee.

     The Company will furnish to any Holder of the Securities of this series upon written request and without charge a copy of the Indenture. Requests may be made to: The Ryland Group, Inc., 24025 Park Sorrento, Suite 400, Calabasas, California 91302, Attention: Treasurer.

EX-4.4

EXHIBIT 4.4

GUARANTEE

     For value received, each of the undersigned hereby fully and unconditionally guarantees, on a senior and unsubordinated basis, as principal obligor and not only as a surety, to the Holders of the 5 3/8% Senior Notes Due 2015 (the “Notes”) issued pursuant to the indenture dated as of June 28, 1996 (the “Indenture”) by and between The Ryland Group, Inc. (the “Company”) and JPMorgan Chase Bank, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture dated as of January 11, 2005 among the Company, the Guarantors named therein and the Trustee (the “Supplemental Indenture”), cash payments in United States Dollars of any amounts due with respect to the Notes in the amounts and at the times when due and interest on all overdue amounts, if lawful, and the payment or performance of all other obligations of the Company under the Supplemental Indenture (as defined below), the Indenture or the Notes, to the Holders of Notes and the Trustee, all in accordance with and subject to the terms and limitations of the Notes, the Indenture, the Supplemental Indenture and this Guarantee. This Guarantee will become effective in accordance with Article Six of the Supplemental Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

     Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Supplemental Indenture or the Indenture, as the case may be.

     The obligations of each of the undersigned to the Holders of Notes and to the Trustee pursuant to this Guarantee are expressly set forth in Article Six of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the provisions of the Indenture to which this Guarantee relates.

     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Guarantors submit to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of their obligations under this Guarantee, and agree not to seek a transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but the Guarantors shall not be prevented from removing any such action or proceeding from a state court to the United States District Court for the Southern District of New York). Each of the Guarantors agree that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought.

     This Guarantee is subject to release upon the terms set forth in the Supplemental Indenture.

     The undersigned acknowledges that this Guarantee is subject to the Trust Indenture Act and the undersigned agrees to discharge its duties under the Trust Indenture Act.

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     IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly executed.

     Dated: January 11, 2005

GUARANTORS:

CONVEST MANAGEMENT CORPORATION (1)
MOORE’S ORCHARD, LLC (2)
RH AT EMORY GROVE, LLC (3)
RH AT MOUNT HEBRON, LLC (2)
RH BUILDERS OF INDIANA, INC. (1)
RH INVESTMENT OF INDIANA, INC. (1)
RH OF INDIANA, L.P. (4)
RH OF MARYLAND, LLC (5)
RH OF TEXAS LIMITED PARTNERSHIP (6)
RH ORGANIZATION, INC. (1)
RYLAND COMMUNITIES, INC. (1)
RYLAND GOLF COURSE AT THE COLONY, INC. (1)
RYLAND HOMES INVESTMENT-TEXAS, INC. (1)
RYLAND HOMES NEVADA, LLC (7)
RYLAND HOMES OF TEXAS, INC. (1)
RYLAND HOMES OF ARIZONA, INC. (1)
RYLAND HOMES OF CALIFORNIA, INC. (1)
RYLAND ORGANIZATION COMPANY (1)
RYLAND VENTURES, INC. (1)
RYLAND VENTURES II, INC. (1)
RYLAND VENTURES III, INC. (1)
RYLAND VENTURES IV, INC. (1)
THE REGENCY ORGANIZATION, INC. (1)
THE RYLAND CORPORATION (1)

 3

(1) By:
	Name: Cathey S. Lowe
	Title: Treasurer
(2) By:	Ryland Ventures III, Inc.
	Its: General Manager
	By:
		Name: Cathey S. Lowe
		Title: Treasurer
(3) By:	Ryland Ventures III, Inc. Its: Managing Member
	By:
		Name: Cathey S. Lowe
		Title: Treasurer
(4) By:	RH Builders of Indiana, Inc. Its: General Partner
	By:
		Name: Cathey S. Lowe
		Title: Treasurer
(5) By:	Ryland Ventures, Inc.
	Its: General Manager
	By:
		Name: Cathey S. Lowe
		Title: Treasurer
(6) By:	Ryland Homes of Texas, Inc. Its: General Partner
	By:
		Name: Cathey S. Lowe
		Title: Treasurer

4

(7) By:	The Ryland Group, Inc.
	Its: General Partner
	By:
		Name: Cathey S. Lowe
		Title: Treasurer